SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-07-22 SEC Accession No. 0001193125-21-221828 (HTML Version on secdatabase.com) FILER Juniper II Corp. Mailing Address Business Address 14 FAIRMOUNT AVENUE 14 FAIRMOUNT AVENUE CIK:1838814| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 CHATHAM NJ 07928 CHATHAM NJ 07928 Type: S-1/A | Act: 33 | File No.: 333-255021 | Film No.: 211107615 9735070359 SIC: 6770 Blank checks Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the United States Securities and Exchange Commission on July 22, 2021 under the Securities Act of 1933, as amended. No. 333-255021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Juniper II Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1434822 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 3790 El Camino Real #818 Palo Alto, California 94306 (650) 292-9660 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Noah Kindler Chief Financial Officer and Chief Technology Officer 3790 El Camino Real #818 Palo Alto, California 94306 (650) 292-9660 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Julian Seiguer, Esq. Christian O. Nagler, Esq. Steven R. Burwell, Esq. Kirkland & Ellis LLP Kirkland & Ellis LLP Proskauer Rose LLP 609 Main Street 601 Lexington Avenue Eleven Times Square Houston, Texas 77002 New York, New York 10022 New York, New York 10036 Tel: (713) 836-3600 Tel: (212) 446-4800 Tel: (212) 969-3000 Fax: (713) 836-3601 Fax: (212) 446-4900 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one warrant(2) 25,875,000 Units $10.00 $258,750,000 $28,229.63 Shares of Class A common stock included as part of the units(3) 25,875,000 Shares (4) Redeemable warrants included as part of the units(3) 6,468,750 Warrants (4) Class A common stock underlying the redeemable warrants(3) 6,468,750 Shares $11.50 $74,390,625 $8,116.02 Total $333,140,625 $36,345.65(5) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,375,000 units, consisting of 3,375,000 shares of Class A common stock and 843,750 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over- allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated July 22, 2021 Juniper II Corp. $225,000,000 22,500,000 Units Juniper II Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to focus our search for a target business in the industrial sector. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option to purchase up to an additional 3,375,000 units to cover over-allotments, if any. We will provide our stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares throughout this prospectus, subject to the limitations described herein. If we are unable to complete our business combination within 24 months, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Juniper II Management, LLC (which we refer to as our sponsor throughout this prospectus), will purchase an aggregate of 3,750,000 warrants (or 4,087,500 warrants if the underwriters over-allotment option is exercised in full) at a price of $2.00 per whole warrant ($7,500,000 in the aggregate, or $8,175,000 if the underwriters over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.